Monday, July 6, 2020

What is a Merger Anyway?

The title of this post is the title of a panel discussion I organized for the 2019 Business Law Prof Blog symposium, held back in September of last year.  (Readers may recall that I posted on this session back at the time, under the same title.)  The panel experience was indescribably satisfying for me.  It represented one of those moments in life where one just feels so lucky . . . .

Why?  Because it fulfilled a dream, of sorts, that I have had for quite a while.  Here's the story.

About ten years ago, I ended up in a conversation with two of my beloved Tennessee Law colleagues while we were grabbing afternoon beverages.  One of these colleagues is a tax geek; the other is a property guy.  Somehow, we got into a discussion about mergers and acquisitions.  I was asked how I would define a merger as a matter of corporate law, and part of my answer (that mergers are magic) got these two folks all riled up (in a professional, academic, nerdy way).  The conversation included some passionate exchanges.  It was an exhilerating experience.

I have remembered that exchange for all of these years, vowing to myself that some day, I would work on publishing what was said.  When the opportunity arose to hold a panel discussion to recreate our water-cooler chat at the symposium last fall, I jumped at the chance.  I was tickled pink that my two colleagues consented to join me in the recreation exercise.  They are good sports, wise lawyers, and excellent teachers.

My objective in convening the panel was two-fold.  

First, I thought that students would find the conversation illuminating.  "Aha," they might justifiably say.  "Now I know why I am confused about what a merger is.  It's because the term means different things to different lawyers, all of whom may have a role in advising on a business combination transaction.  I have to understand the perspective from which the question is being asked, and the purpose of answering the question, before I can definitively say what a merger is."  Overall, I was convinced that a recreation of the conversation through a panel discussion could be a solid teaching tool.

But that's not all.  Faculty also can earn from our dialogue.  It helped me in my teaching to know how my tax colleague (who teaches transactional tax planning and business taxation) and my property colleague (who teaches property and secured transactions) define the concept of a merger and what each had to say about his definition as it operates in practice.  I like to think my two colleagues similarly benefitted from an understanding of my definition of a merger (even if neither believes in statutory magic) . . . .

Now, you and your students also can benefit from the panel.  Although it is not quite as good as hearing us all talk about mergers and acquisitions in person (which one can do here), Transactions: The Tennessee Journal of Business Law, recently published an edited transcript of the panel discussion as part of the symposium proceedings.  It also is titled "What is a Merger Anyway?"  And you can find it here.  (The entire volume of the journal that includes the symposium proceedings can be found here.  Your friends from the BLPB are the featured authors!)  I am sure that your joy in reading it cannot match my joy in contributing to the project, but I hope you find joy in reading it nonetheless.

https://lawprofessors.typepad.com/business_law/2020/07/what-is-a-merger-anyway.html

Business Associations, Conferences, Corporate Finance, Corporations, Joan Heminway, Teaching | Permalink

Comments

Thanks so much for posting. The bulk of what I handle are acquisitions. Great insights.

Posted by: Tom N. | Jul 7, 2020 12:20:58 PM

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